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November 20,
2008

Via Edgar Transmission

Securities
and Exchange Commission

Attn:
H. Christopher Owings

100
F Street, N.E.

Washington,
DC 20549

  Re:

  Form 10-K
  for Fiscal Year Ended January 5, 2008

  Filed
  March 5, 2008

  Forms
  10-Q for Fiscal Quarters Ended April 5 and July 5, 2008

  Filed
  May 15 and August 14, 2008

  Definitive
  Proxy Statement on Schedule 14A

  Filed
  April 10, 2008

  File
  No. 000-19848

Dear
Mr. Owings:

On
behalf of our client, Fossil, Inc. (the “Company”), we submit the following
responses to the letter dated November 5, 2008 containing comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Annual Report on Form 10-K for the fiscal year
ended January 5, 2008 (the “Form 10-K”), Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 5, 2008 (the “First Quarter Form 10-Q”)
and July 5, 2008 (the “Second Quarter Form 10-Q” and,
together with the First Quarter Form 10-Q, the “Form 10-Qs”)
and Definitive Proxy Statement on Schedule 14A filed on April 10, 2008
(the “Proxy Statement” and, together with the Form 10-K and Form 10-Qs,
the “Filings”).  For your
convenience, we have restated the Staff’s comments below, together with the
Company’s response to each respective comment.
For your convenience, we are also sending to each of Robert W. Errett,
Attorney Advisor, and Ellie Bavaria, Special Counsel, a copy of this
letter.  Please be advised that the
responses contained herein, and the information provided herein, have been
prepared by, and obtained from, the Company.

Form 10-K for the Fiscal Year Ended January 5,
2008

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 39

Summary, page 39

1.                                      We note
your response to comment 8 in our letter dated September 25, 2008.  We request that you reconsider our comment
and provide additional disclosure. For example, where you state that “[p]urchases
of discretionary fashion accessories, such as our watches, handbags, sunglasses
and other products, tend to decline during recessionary periods ….”  Please discuss if you are in fact
experiencing a recessionary trend in any of our markets and what you are doing
to address that trend.

Response:

In
future filings, the Company will include additional disclosure regarding
economic trends affecting the Company and the Company’s response thereto, if
any.  As an example of this disclosure,
please see the following disclosure that was included in the Company’s
Quarterly Report on Form 10-Q for the quarter ended October 4, 2008
(the “Third Quarter Form 10-Q”):

“The
majority of our products are sold at price points ranging from $50 to
$500.  Although the current economic
environment is expected to negatively impact consumer discretionary buying
patterns and, ultimately, our net sales during the fourth quarter of 2008, we
believe that the price/value relationship of our products will allow us to
maintain our market share in those markets in which we compete.  Historically, during recessionary periods,
the strength of our balance sheet, our strong operating cash flow and the
relative size of our business with our retail customers, in comparison to our
competitors, have allowed us to weather such recessionary periods for longer
periods of time that generally results in market share gains to us.

Our
international operations are subject to many risks, including foreign
currency.  Generally, a strengthening of
the U.S. dollar against currencies of other countries in which we operate will
reduce the translated amounts of sales and operating expenses of our
subsidiaries, which results in a reduction of our consolidated operating
income.  We anticipate that the current
strengthening of the U.S. dollar will significantly impact our fourth quarter
of 2008 results of operations in comparison to the fourth quarter of 2007.”

Liquidity and Capital Resources, page 51

2.                                      We note
your responses to comments 9 and 10 in our letter dated September 25,
2008.  Please provide a sample of how you
intend to comply with this comment in your future filings.

Response:

In response to comment 9, please see the following
disclosure that was included in the Company’s Third Quarter Form 10-Q:

“We believe that cash flow from operations combined
with existing cash on hand will be sufficient to fund our capital needs for the
next twelve months.  We also have access
to amounts available under our credit facilities should additional funds be
required.”

In response to comment 10, please see the following
disclosure that was included in the Company’s Third Quarter Form 10-Q:

“We employ a variety of operating practices to manage
these market risks relative to foreign currency exchange rate changes and,
where deemed appropriate, utilize foreign currency forward contracts.  These operating practices include, among
others, our ability to convert foreign

currency into U.S. dollars at spot rates and to
maintain U.S. dollar pricing relative to sales of our products to certain
distributors located outside the U.S.”

The Company will include disclosure similar to these
samples in future filings.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 16

Annual Cash Incentive Opportunities, page 20

3.                                      We note your response to comment 13 in our letter dated September 25,
2008, which requested disclosure of your operating income targets.  We note your statement on page 20 of
your proxy statement that you have a threshold for payout, a midpoint and
maximum payment targets for 2007.

Response:

For 2007, the operating income target thresholds for a
payout (10% award), midpoint (50% award) and maximum (100% award) were $150.3
million, $159.5 million and $171.0 million, respectively.  The Company will include these targets in
future filings.

4.                                      We note your response to comment 14 in our letter dated September 25,
2008, regarding benchmarking data provided by Ernst & Young.  Please clarify what, if any, additional
benchmark data that the Human Resources Department provided to the Executive
Compensation Committee in addition to the Ernst & Young report.  Also, please discuss the Executive
Compensation Committee’s analysis of Ernst & Young’s recommendations.

Response:

The Human Resources Department provided the
Compensation Committee with the benchmarking data for the 17 peer group
companies identified in the Definitive Proxy Statement filed on April 10,
2008.  This data included compensation
information for each of the named executive officers identified by each of the
17 peer group companies, including each compensation component and total
compensation, as well as each company’s financial performance data.  The Human Resources Department also provided
the Compensation Committee with data from several executive compensation
surveys.  This data included compensation
information for the closest comparable position to each of the Company’s
executive officers.

Ernst & Young’s (“E&Y”)
recommendations and the data it provided were primarily focused on the Company’s
short-term and long-term incentive compensation.  In particular, E&Y recommended that the
Company adopt a short-term incentive plan, reduce the number of employees
receiving equity grants, and transition from granting stock options to granting
other forms of equity incentive awards, including restricted stock, restricted
stock units and stock

appreciation rights.
The Compensation Committee reviewed and discussed these recommendations
and the supporting data provided by E&Y, and ultimately implemented them.

Should any members of the Staff have any questions or comments
concerning the enclosed materials, please contact me at the number below.

Very truly yours,

  /s/ Garret A. DeVries

  Garrett A. DeVries

  Direct Phone Number: (214) 651-5614

  Direct Fax Number: (214) 200-0428

  garrett.devries@haynesboone.com

  cc:

  Robert W. Errett

  Ellie Bavaria

  Randy S. Hyne

  Mike Kovar